General

ModelNote is an innovative business modeling application, which will change the way you think about your business, investment and social ideas. ModelNote allows you to play with your idea – its assumptions, projections, implementation or even financing options and get a quick yet powerful assessment of its expected performance and financial feasibility.

There are many business professionals who do not really believe in modeling and planning (especially for start-ups). In our opinion there are two major reasons for that:

1. They usually do planning as they do financial reporting – as a fixed reporting document. Planning should be a continuous process to proactively identify risks and opportunities in the external and internal environment. It should be more of a game plan to obtain competitive advantage in your market rather than another document for the investors or the banks.

2. They usually interpret planning as predicting. Predicting is like: what will happen next. Planning is more about what if this happens next. While we agree that maybe in some cases we cannot even consider all the possible what-if options, this is not true for some of the risky factors. For example, sales might be very, very difficult to project, but costs are usually not. So even for a start-up it makes sense to have some planning and risk assessment of costs or investments.

We believe ModelNote could be used effectively as a simple yet dynamic planning tool for those purposes.

- Entrepreneurs: ModelNote is your back-of-the-envelope tool to assess your next project. Just input your expectations and plans about investment cost, sales, expenses, etc. and get a quick assessment of financial needs, valuation, expected return and other analytics. In addition, tap a tab and get a full set of profit and loss account, balance sheet and cash flow statement ready for your business plan.

- Social entrepreneurs: ModelNote allows a quick and dirty assessments of financing needs, viability gaps, which you need to consider so that your project is sustainably financed.

- Corporate finance professionals: think of ModelNote as the next stage of your business calculator boosted with powerful modeling features, automatic finance and accounting calculations, advanced analytics and pre-built financial reports. ModelNote will allow you to stop spending time on spreadsheet modeling of every single option/project you consider and start focusing on decision making.

- Bankers: the financial modeling capabilities of ModelNote are enhanced also with project finance features (such as debt to equity ratio financing, debt service coverage ratio, etc.) so that to you can have a quick assessment of a business proposition or even perform a fast test of the results of the client’s financial model.

- It is all about planning: while spreadsheet models are usually developed as fixed projections (e.g. in a business plan), ModelNote could be used as an easy and dynamic planning tool with flexibilities which would not require rewriting formulas.

- It is adaptable: ModelNote offers a large number of features and customization options which would allow you to adapt it for various needs (project assessments, corporate and project finance, business plans, valuations, etc.)

- It is effective: ModelNote is designed to focus on your project and decision making and not on writing formulas and technical tasks

- It is easy: ModelNote is easy to learn and use. You just need to have basic understanding of financial and accounting concepts (e.g. what is revenue, cost, discounting, etc.). Even there you will find help notes in the app or on this site

- It is flexible: you can change many settings in ModelNote, during or after the model is done. For example you can modify the time schedule of your project after the model is completed (try that in a spreadsheet!)

- It is reliable: do you know what is the percentage of the spreadsheet models containing errors? 88% according to scientific papers (Panko, Raymond R., 2008, What We Know About Spreadsheet Errors, panko.shidler.hawaii.edu/SSR/Mypapers/whatknow.htm). Now we wonder what is the percentage of correct decisions based on these spreadsheets? ModelNote would not allow you to insert a wrong formula or an incorrect cell link

- It is fast: even large models are visualized and calculated quickly on your tablet

- It allows analyses in a context – the return of you project or the leverage could be compared to industry averages for example

- It allows export: you can easily export your model in terms of charts (pictures) and numbers (MS Excel format) if you need to use them in another documents or additional analyses

- It is free: all features of ModelNote are free for one project

- It is in progress: we intend to add more exciting features to ModelNote which would allow for additional tasks and more analyses.

ModelNote processes your data using standard accounting and corporate finance formulas to generate automatically financial statements and major performance indicators. All ModelNote calculations are performed on a monthly basis but the results could be reviewed on a monthly as well annual basis.

One important note is that if you update certain estimates (e.g. revenues, costs, etc.) or settings, ModelNote might need to refresh the calculations. This is performed by getting to the main console and then back to the Analysis or Financial Report tabs.

Key terms and definitions

This is an accounting concept aiming at (1) reducing the value of an intangible asset by its wear and also (2) to allocate the cost of the asset during the time used (rather than recognizing it in full immediately).

Amortization expense is an item with no direct cash flow effect (it is not directly related to the payment of the cost of an asset) but it has an impact on the profit and loss statement and therefore on the taxes paid in a given period.

In ModelNote cash reserve represents a cash amount provided in the last month of the investment period to cover potential future operating losses. A new project usually requires some time to take off and start generating positive cash flows and profits. In order to meet cash needs during that time a cash reserve was considered. It should be noted that this item is considered as part of the financing of the project.

This is a measure of the cost of the funds used in your business, expressed as a percentage rate (applied on the funds, just like an interest). This is the discount rate which will be used by ModelNote to perform a valuation of your project. The CoC in this case considers all the funds invested and their respective cost – that is why it is also called Weighted Average Cost of Capital.

As an example if you have invested just your money in the business probably you would require some return for the risk you have undertaken and then the CoC should be this required return (let’s say 15%). If you expect also a bank loan for your business then the CoC should be a weighted average of the cost of your money and the cost of the bank money (usually the interest rate of the loan is the cost of the bank money). So if you need to invest USD 100K in your business and you will provide USD 70K (or 70%) while the remaining USD 30K (or 30%) will come as a 5% interest bank loan, then the CoC for your business will be 70% x 15% + 30% x 5% = 12%.

Please note that CoC is not easy to estimate as it should reflect the risk of your project – the higher the risk, the higher the required return (or CoC) for your project. Professionals use various approaches for estimating the CoC, incl. Capital Asset Pricing Model, build-up approaches, etc.

You can find information and estimated rates of CoC for larger companies in various geographies and types of business on the site of prof. A. Damodaran here:

This is an accounting concept aiming at (1) reducing the value of an asset by its wear and also (2) to allocate the cost of the asset during the time used (rather than recognizing it in full immediately).

Depreciation expense is an item with no direct cash flow effect (it is not directly related to the payment of the cost of an asset) but it has an impact on the profit and loss statement and therefore on the taxes paid in a given period.

The expected value of your project at the end of the explicit forecast period. It could be a considered a residual/a terminal value of your project or the value you will receive if you exit the project at the end of the forecast.

ModelNote uses the exit value to estimate certain key performance indicators in the Analysis tab (incl. a valuation of your project). You can choose between:

(1) direct input of an exit value – an estimate derived by you

(2) multiple on the annual Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) or

(3) multiple on the annual free cash flow generated at the end of the forecast period.

With the latter two options a market-based valuation method could be performed. Many operating companies are often valued by applying multiples on an operating measure – e.g. sales, profit, cash flow, number of customers, unique visitors (for sites), etc. derived from public companies or M&A deals. Option 2 allows you to use a multiple on EBITDA so that the value of the project is estimated at the end. For example if you select a multiple of 7x EBITDA, this mean that the last annual EBITDA of your project will be multiplied by 7 and the resulting amount will be added (and later discounted) to the cash flows to estimate some performance indicators such as: net present value, internal rate of return, etc.

More about the market valuation and EBITDA multiples could be found on the site of prof. A. Damodaran here:

Option 3 would allow for a valuation with multiples on cash flows. This option could be also used to apply another popular valuation method: capitalization of income. With capitalization of income, the value is equal to the income divided by a capitalization rate. For example if your project generates USD 100k p.a. of cash flows and you have estimated a capitalization rate of 20%, the value would be 100/20% = 500. In ModelNote this could be simulated by selecting a multiple equal to 1/capitalization rate (or 5 in our example as 1/20% = 5.0).

All equity: under this option all cash needs during the Investments stage will be financed with owner’s capital or equity. This is the default option even if you do not need financing calculations.

Equity with fixed debt: under this option, you can define a specific amount of debt while the remaining financing needs during Investments stage will be covered with equity.

Proportionate debt and equity: under this option all financing needs during Investments stage will be covered with both debt and equity in a predefined proportion (e.g. 60:40).

It is important to understand that the financing options work only for the Investments stage (for now). This means that potential financing needs during the Operations stage will not be covered automatically by this functionality. This will be manifested as negative cash (and a warning) in the balance sheet of your project. If you need to cover financing needs during the Operations stage you can use the cash reserve which will basically draw some funds at the end of Investments stage and use them to cover future losses.

If you do not need financing calculations (e.g. the focus is only on the project performance) then do not insert the Financing element at all.

A spending which could be used (or bring benefits) more than a year. Typical investments include land, buildings, machinery, equipment, vehicles, computers, software, etc.

ModelNote allows you to insert investments (actually their cash outflows) only during the Investments stage. During that stage typically most costs should be capitalized as assets. For now, ModelNote would not provide functionality for investments during the Operations stage so such spending could be included as costs (e.g. maintenance or material costs).

The initial stage of the projects when the major investments are made.

Most projects have at least two distinct stages: (1) an investment stage and (2) an operating stage. During the investment stage the company acquires assets (e.g. buying a property or machinery) or develops assets (e.g. developing an application, building a warehouse, etc.), which will be exploited later in the operating stage. If you do not need an investment stage (e.g. your project is already operational) just insert nil months of investments.

The stage when acquired/developed assets (during the investment stage) are used to provide services/manufacture products, etc. If your project is with indefinite operating life you should consider extending this operating period until your project is reaching a mature phase or at least until your investment loans (if any) are fully repaid.

The repayment of the debt could be performed by two options (for now):

Annuity: under this option the debt is repaid in equal installments (equal payments which include both interest and principal). This is the typical repayment scheme of a car leasing. You can find more information about the annuity in Wikipedia: http://en.wikipedia.org/wiki/Annuity_%28finance_theory%29

Equal principal repayments: under this option the principal is repaid in equal portions during the repayment period while the interest is estimated on the basis of the outstanding debt amount.

It should be noted that all repayments and calculations are performed on a monthly basis.

ModelNote assumes indefinite loss-carry forward of project losses, which means that the losses typically accumulated at the beginning of a project will be used to decrease the taxable income in future (profitable) years. While this might not be always possible, this option was considered closer to reality (especially if the planned project could be combined with other profitable projects).

The period of use of the assets developed during the investment stage. This period is used to depreciate the separate types of assets equally during their useful life (straight line depreciation). If you do not have specific asset type just there is no need to change the respective useful life settings.

working capital in most cases includes three major items – receivables (sales amounts the customers have not yet paid), payables (costs we have not yet paid to suppliers) and inventory (stock of products and materials we keep so that we can operate normally – e.g. manufacture, process, sell, etc.). So net working capital is the sum of the receivables and the inventory less the payables. It is an indication of the capital employed in the current operations of a project.

In order to estimate the receivables, the payables and the inventory for your project ModelNote will need some average turnover periods – e.g.:

- For receivables: when on average your customers pay. This is also called Average Collection Period of Sales or Days Sales Outstanding (DSO) and should be close to the expected contractual terms with your customers. If your project is operational, this period could be calculated by dividing the average receivables by the average daily sales.

- For payables: when we pay suppliers. This is also called Average Payment Period to Suppliers or Days Payable Outstanding (DPO) and should be close to the expected contractual terms with your suppliers. If your project is operational, this period could be calculated by dividing the average payables by the average daily costs.

- For inventory: for how long we keep inventory. This is also called Average Turnover Period of Inventory or Days Inventory Outstanding (DIO) and should be related to how fast you expect to manufacture and sell your products. If your project is operational, this period could be calculated by dividing the average inventory by the average daily material costs (e.g. cost of goods sold) incurred.

Note: in some cases end-of period (rather than average) data for receivables, payables and inventory might be more appropriate.

More information and DSO, DPO and DIO by industry and country could be found on the site of prof. A. Damodaran here:

Analysis

This chart illustrates the evolution of the free cash flows to the project (a.k.a. free cash flows to firm – FCFF) and the net income during Operations. In ModelNote the FCFF are equal to the sum of the cash flows from operations and the cash flows from investment activities. The point when the FCFF or the net income intercept the horizontal time line is a break even of operations when the project becomes profitable.

The ratio of the cash available for debt servicing to interest and principal payments. This is an important ratio when applying for a bank loan as it indicates the capacity of your project to meet its debt obligations during Operations. In ModelNote this ratio is estimated by dividing the sum of the cash flows from operations and the cash flows from investment activities to the debt service charges (interest and principal) in the respective period.

IRR is a widely used measure of the profitability of an investment. Basically it is the expected average compounded return of your investment/project. Technically the IRR is the rate of return that makes the net present value of all project cash flows (both positive and negative) equal to zero. See also Net Present Value. In ModelNote the IRR is estimated using the free cash flows of the project (i.e. the sum of the cash flows from operations and the cash flows from investment activities).

The benefit of the IRR is that it could be compared directly to other rates of returns. For example if the IRR of the project is above your required rate of return or discount rate then the project is attractive and should be undertaken (if the IRR is the only decision criterion).

The leverage is the proportion of debt and equity in your project. The Leverage chart indicates the proportion of equity as compared to the total invested capital (debt and equity). The upper scale shows some general ranges of low and high leverage. The bottom scale – typical leverage levels of a number of industries – data for public companies in the USA and Europe as of the last quarter of 2014, sources: Capital IQ, Morningstar. So based on the stage of the development of your project and its industry you can compare it to market oriented data and averages.

This is an estimate of the value of a project equal to the sum of all discounted cash flows generated by the project. Such cash flows might be negative (e.g. investing funds in the project) or positive (e.g. generating profits). The discount rate used (cost of capital) should be based on the project and its risk characteristics. See also cost of capital. In ModelNote the NPV is estimated using the free cash flows of the project (i.e. the sum of the cash flows from operations and the cash flows from investment activities).

Basically if the NPV is positive, the project is an attractive investment which should be undertaken (if the NPV is the only decision criteria). Negative NPV means that the project would not generate enough return (future cash flows) for the estimated risk (as indicated by the discount rate).

This is an indicator of how fast your project is expected to recover the initial investment (ignoring discounting). Although not the best measure of return, the payback period is intuitive and often used in addition to more comprehensive indicators (NPV, IRR).

This chart shows the expected evolution of the Earnings before interest, taxes, depreciation and amortization (EBITDA) margin of your project during Operations. You can benchmark the latter margin to industry averages - data for public companies in the USA and Europe as of the last quarter of 2014, sources: Capital IQ, Morningstar.

The chart illustrates the IRR as compared to the discount rate and selected rates of required return (bottom scale). The latter include average ranges of required returns for government bonds (~ risk free rates), corporate bonds…up to venture capital investments and startups. Based on the stage of development of your project and its risk you can benchmark your return to these indicative levels.

Legal

- ModelNote is free – all features for one project. If you need more than one model, there might be a small one-off fee.

- We do not bear any responsibility for how you use ModelNote, for errors in the app or your data and settings. ModelNote is a tool which allow you to plan more effectively your idea. It is not intended to replace your critical thinking but rather enhance it.

- By using the app, the Terms of Use of Apple also apply.

For more information, please see the detailed terms in the next section.

Welcome to ModelNote business modeling application! This application and related websites (including modelnote.com, dillventures.com), hereafter referred to as the “Platform” or the "Service", are owned and operated by Dill Ventures OOD, a registered limited liability company in Sofia, Bulgaria (“the Company”, “Dill Ventures”, “we” or “us”), in accordance with these Terms and Conditions of Use (“Terms of Use”).

These Terms of Use govern your use of the Platform. By accessing or using the Platform, you (“the user”, “the end-user”) accept these Terms of Use in full and without reservation. They also apply to any updates, supplements, Internet-based services, and support services for this Platform, unless other terms accompany those items.

We recommend that you read these Terms of Use, furthermore, Dill Ventures may change these Terms of Use at any time by updating them on the modelnote.com webpage. Please review the Terms of Use regularly to ensure you are aware of any changes. Your continued access to and/or use of the Platform after changes have been made to these Terms of Use indicates your agreement to be legally bound by the updated and/or amended Terms of Use.
IF YOU DO NOT AGREE TO THESE TERMS OF USE AND/OR THE PRIVACY POLICY OR OTHER POLICIES, GUIDELINES OR INSTRUCTIONS POSTED ON THE PLATFORM, DO NOT USE THE PLATFORM.

Acknowledgements and terms required by Apple

1. You and we acknowledge that these Terms of Use are concluded between you and us, and not with Apple, and we, not Apple, are solely responsible for the Platform and the content thereof. However, in case of any controversies between the rules for use of the Platform set forth in the Terms of Use and the Apple App Store Terms of Service as of the respective effective date, the latter will prevail.

2. Scope of License: The license granted to you is limited to a non-transferable license to use the Platform on any Apple devices that the end-user owns or controls and as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.

3. Maintenance and Support: We are solely responsible for providing any maintenance and support services with respect to the Platform, as specified in these Terms of Use, or as required under applicable law. You and we acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Platform.

4. Warranty: We are solely responsible for any product warranties implied by law, to the extent not effectively disclaimed. In the event of any failure of the Platform to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Platform to that end-user; and that, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Platform, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility.

5. Product Claims: We and you acknowledge that we, not Apple, are responsible for addressing any claims of you or any third party relating to the Platform or the end-user’s possession and/or use of that Platform, including, but not limited to: (i) product liability claims; (ii) any claim that the Platform fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

6. Intellectual Property Rights: We and you acknowledge that, in the event of any third party claim that the Platform or the end-user’s possession and use of that Platform infringes that third party’s intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

7. Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

8. Developer Name and Address: You may contact us (Dill Ventures OOD, Company ID: 202858505, address: Bulgaria, Sofia, Lyulin bl. 515, telephone: +359 888 441 148, email: office@dillventures.com, ) for any questions, complaints or claims with respect to the Platform.

9. Third Party Beneficiary: We and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use, and that, upon your acceptance of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Use against you as a third party beneficiary thereof.

Installation and Use Rights

10. Before you use the Platform under a license, you must assign that license to one device. That device is the “licensed device.”

11. Licensed Device. You may install and use one copy of the Platform on the licensed device.

12. Separation of Components. The components of the Platform are licensed as a single unit. You may not separate the components and install them on different devices.

13. Templates. You may not copy and use templates that could be provided with the Platform or separately and identified for such use in models that you create. You may not distribute those templates to other users or devices.

14. Automatic upgrades or conversions. The Platform might provide for automatic upgrades of components for various reasons, including fixes, additional features, etc. You agree to such upgrades and they will be installed without your explicit consent. In addition, you might decide to convert to a different version of the Platform. Upon upgrade or conversion, this agreement will apply also for the upgrades or the new versions of the Platform. After you upgrade or convert, you may no longer use the earlier version of the Platform you upgraded or converted from.

15. Trial and Conversion. Some or all of the Platform may be licensed on a trial basis. Your rights to use trial Platform are limited to the trial period. The trial Platform and length of the trial period are set forth during the activation process. You may have the option to convert your trial rights to subscription or perpetual rights. Conversion options will be presented to you at the expiration of your trial period. After the expiration of any trial period without conversion, most or all features of the trial Platform will stop running.

16. Subscription. If you licensed the Platform on a subscription basis, your rights to use the Platform are limited to the subscription period. You may have the option to extend your subscription or convert to a perpetual license. If you extend your subscription, you may continue using the Platform until the end of your extended subscription period. After the expiration of your subscription, most or all features of the Platform will stop running.

17. Consent for Internet-Based Services. The Platform features might include Internet-Based Services which might require connection to Dill Venture’s site, external servers, etc. You will not receive a separate notice when these services connect. By using such features, you consent to the transmission of information. Dill Ventures does not use the information to identify or contact you.

18. Misuse of Internet-based Services. You may not use these services in any way that could harm them or impair anyone else’s use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.

19. Web Content Features. Some features in the Platform might retrieve related content (for example help information, data) from Dill Ventures’ sites or external servers. You may choose not to use these web content features. If you choose to use them, the provided information through such connections is also bound by these Terms of Use. You may not distribute data or other information provided through these features to third parties.

Scope of License

20. The Platform is licensed, not sold. Dill Ventures grants you a limited, revocable, non-transferable, non-exclusive, non-assignable, non-sublicensable right to access and use the Platform as it is intended to be used and in accordance with theseTerms of Use and applicable law.

21. Dill Ventures grants you no other rights, implied or otherwise. Unless applicable law gives you more rights despite this limitation, you may use the Platform only as expressly permitted in theseTerms of Use. In doing so, you must comply with any technical limitations in the Platform that only allow you to use it in certain ways. You may not:

a. work around any technical limitations in the Platform;

b. reverse engineer, decompile or disassemble the Platform;

c. publish the Platform for others to copy;

d. use the Platform in any way that is against the law; or

e. rent, lease or lend the Platform.

User Content

22. By using the Platform, the user may create content (including without limitation models containing text, numeric and other data, referred as “User Content”).

23. Dill Venture does not control or verify the User Content. Dill Venture is not responsible in any way for the User Content, including for any use, interpretation or conclusions you or third parties may make of it.

24. Any use or reliance on the User Content or materials posted via the Service or obtained by you through the Service is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of the User Content or communications posted via the Service or endorse any opinions expressed via the Service. Under no circumstances will Dill Ventures be liable in any way for the User Content, including, but not limited to, any errors or omissions in the User Content, or any loss or damage of any kind incurred as a result of the use of the User Content posted, emailed, transmitted or otherwise made available via the Service or broadcast elsewhere.

25. You control and bear responsibility for the generation and the use of the User Content within or outside the Platform.

26. The User Content is stored on your device and therefore Dill Ventures is not responsible for storing, backing up, retrieving User Content which you might have lost due to any reason (including loss of the device, reset of the device, deletion of the Platform, malfunction of the Platform, etc.).
Payment

27. Some functionalities and features of the Platform may be made available to you at no charge, while other features may be purchased. If there is a periodic or one-off charge associated with the use of Services, you agree to pay that charge. We may suspend or cancel your access to the Platform if we do not receive such charges on time. Suspension of your access to the Platform for nonpayment could result in a loss of User Content.

28. To pay the charges for the services delivered through the Platform, you will be asked to provide a payment method at the time you access such services.

29. By providing Dill Ventures with a payment method, you (i) represent that you are authorized to use the payment method that you provided and that any payment information you provide is true and accurate; (ii) authorize Dill Ventures to charge you for the Service using your payment method; and (iii) authorize Dill Ventures to charge you for the Service. We may bill you (i) in advance; (ii) at the time of purchase; (iii) shortly after purchase; or (iv) on a recurring basis.

30. Dill Ventures may change the price of the Service at any time and will notify you by email at least 15 days before any price change. If you do not agree to the price change, you must cancel and stop using the Service before the price change takes effect. If there is a fixed term and price for your Service offer, that price will remain in force for the term.

Cancellation of Service

31. If you cancel the Service by deleting the Platform before the end of the period for which you paid, your cancellation will take effect immediately. In such case you will not be given any refund. Cancellation of your access to the Platform could result in a loss of access to the User Content.

32. If you decide to reinstall the Platform after such cancellation, you may be required to pay again for the Service. In such case you might not be able to retrieve the User Content created in previous installations.

Intellectual Property Rights

33. Dill Ventures owns and retains all proprietary rights to the Platform and all associated copyrights, trademarks, brands, service marks, patents, object’s library, characters, props or other proprietary rights under law. All of the trademarks, service marks, brand and trade names and logos appearing on the Platform are the proprietary intellectual property of the owners of such marks or names and you may not use, modify, remove or otherwise infringe any of such proprietary intellectual property.

34. By agreeing to use the Platform you agree to receive newsletters, alerts, promotional and other emails from Dill ventures. You may unsubscribe from these mailing lists as required by law via the Platform or its websites.

Disclaimers of warranty

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

35. DILL VENTURES DOES NOT WARRANT THAT THE FUNCTIONAL ASPECTS OF THE PLATFORM WILL BE ERROR FREE, OR THAT THE PLATFORM WILL BE CONSTANTLY AVAILABLE, OR AVAILABLE AT ALL, OR THAT TRANSMISSION OF DATA TO / FROM THE PLATFORM WILL OCCUR AT ANY MINIMUM SPEED OR THAT THE PLATFORM OR THE SERVERS THAT MAKE IT AVAILABLE (IF ANY) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

36. DILL VENTURES DOES NOT WARRANT OR REPRESENT THAT ANY CONTENT ASSOCIATED WITH OR USED IN CONNECTION WITH THE PLATFORM IS FACTUAL OR ERROR-FREE OR THAT THE USE OF SUCH MATERIAL WILL NOT INFRINGE RIGHTS OF THIRD PARTIES. DILL VENTURES RESERVES THE RIGHT TO CORRECT ANY ERRORS IN THE PLATFORM.

37. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT EVERYTHING ASSOCIATED WITH THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

38. DILL VENTURES MAKES NO WARRANTY AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICE OR ANY CONTENT THEREON.

39. THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY HARM TO YOUR DEVICE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE, OR THE USER CONTENT.

40. YOU ALSO AGREE THAT THE COMPANY HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY USER CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICE.

41. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

42. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DILL VENTURES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Limitation of Liability

43. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE PLATFORM; (B) THE USE OF ANY MATERIALS, USER CONTENT OR OTHER MATERIAL ON THE PLATFORM OR ANY WEBSITE OR WEBSITES LINKED TO THE PLATFORM, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (F) ANY OTHER MATTER RELATING TO THE PLATFORM.

44. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE PLATFORM.

45. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM, OR WITH ANY OF THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THE PLATFORM. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
Indemnification

46. You hereby indemnify Dill Ventures and undertake to keep Dill Ventures indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Dill Ventures to a third party in settlement of a claim or dispute on the advice of Dill Ventures’ legal advisers) incurred or suffered by Dill Ventures arising out of any breach by you of any provision of these Terms of Use, or arising out of any claim that you have breached any provision of these Terms of Use.

Third Party Links

47. The Platform may contain links to or allow you to interact with and make use of other independent third-party websites, products or services (“Third-Party Services”). Access to Third-Party Services is provided solely as a convenience. Third-Party Services are not under Dill Ventures’ control and Dill Ventures does not necessarily endorse the content, advertising, products, services or other materials on or available from such Third-Party Services. Your use of any Third-Party Services may be subject to the third-party provider’s terms and conditions and privacy policy and may involve the disclosure or transfer of information from or about you to the third-party provider. You will need to make your own independent judgment regarding your use of and interaction with any Third-Party Services. You acknowledge and agree that Dill Ventures is not responsible for the availability of any Third-Party Services and that Dill Ventures shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with you use of or interaction with any Third-Party Services.
Miscellaneous

48. All terms and conditions of these Terms of Use which are destined (whether expressed or not) to survive the duration or termination of the agreement between you and us shall so survive.

49. These Terms of Use constitutes the final and complete expression of your and our agreement and understanding with respect to the subject matter herein and supersede all other prior agreements.

50. Your use of the Platform does not give you any authority to act as an agent, legal representative or employee of Dill Ventures or of any third party with whom Dill Ventures has a relationship, and you agree not to represent that you are otherwise.

51. Dill Ventures may transfer, sub-contract or otherwise deal with Dill Ventures’ rights and/or obligations under these Terms of Use without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms of Use.

52. Should any of the provisions of these Terms of Use be determined to be null and void, invalid and/or otherwise unenforceable, this shall in no way affect the legality, validity and/or enforceability of the other provisions of these Terms of Use. Moreover, upon such determination of one or more provisions of these Terms of Use being, in whole or in part, void, invalid or unenforceable, the Parties shall negotiate in good faith in order to replace the provision in question with a valid and enforceable provision which in its economic effect complies most with the void, invalid or unenforceable provision.

53. These Terms of Use and any renewal and/or modification thereof shall be governed by and construed in accordance with the laws of Bulgaria. Any dispute or difference arising out of or in connection with these Terms of Use shall be the exclusive jurisdiction of the Sofia’s courts, regardless of conflict of laws principles.